Ricasoli Group s.r.l., a company incorporated under the laws of Italy, with registered office in Milan (MI),

via Senato 29, 20121, P.IVA: 08638750961, REA: MI-2038959, in the person of its legal representative

(also referred to as “Supplier”) and Munimentum Group, with registered office in Atoomweg 63, 3542,

AA Utrecht, VAT Nr. NL854879316B01 (also referred to as “Customer”)Hereinafter jointly referred to as ‘the Parties’.

General Conditions

Art.1 Subject of the Contract

The contract between the Customer and the Supplier consists of the order form (hereinafter, the ‘Order

Form’) and these general terms and conditions of service (hereinafter, the ‘Contract’).

Art.2 Description of the service

The Supplier undertakes to perform the service described in the Order Form (hereinafter, the “Service”).

Art.3 Modalities of performance of the Service ( min 30 min ogni ora x 7 giorni )

3.1 The Supplier assumes the risk of the performance of the Service, undertaking to organize, execute

and take care of its performance in total autonomy, with its own organization and means, and to guarantee

the highest technical and quality standards, in compliance with the following clauses.

3.2 The Supplier undertakes to perform the Service in a workmanlike manner, with the required

professionalism, diligence, and expertise. In addition to the remedies provided by law, the provisions of

the Order Form, which is an integral part of the Contract, shall apply.

Art.4 Duration and Termination

4.1 The Service shall begin and end on the dates indicated in the Order Form.

4.2 The Supplier may withdraw from the contract for just cause. In that case he shall be entitled to

reimbursement of the expenses incurred and to remuneration for the Service performed, to be determined

about the profit derived by the Customer.

4.3 The Customer may withdraw from the contract, even if performance of the Service has started,

provided it indemnifies the Supplier for the expenses incurred, the work performed and the loss of profit.

Art. 5 Changes and verifications in the performance of the Service

5.1 Changes in the way the Service is performed may be made only by written agreement of the Parties.

5.2 The Supplier shall allow the Customer to perform verification and control activities pursuant to Article

1662 of the Italian Civil Code and undertakes to cooperate and provide it with the necessary support. The

costs for the verification referred to in the preceding sentence shall be borne by the Customer.

Art.6 Condition and terms payment

6.1 The Customer undertakes to pay the amounts indicated in the Order Form, in accordance with the

terms and conditions stipulated therein.

6.2 Payment shall be made upon presentation of appropriate tax documentation by the Supplier.

6.3 The Supplier shall have the right to suspend the Service without notice if the Customer is in a state

of arrears due to non-payment of the above amounts. In this case, resumption of the Service shall be

subject to full payment of the overdue fees, plus any interest due.

6.4 If the delay in payment of the amounts due by the Customer continues for more than 30 days beyond

the agreed term, the contract shall be terminated pursuant to Article 1456 of the Italian Civil Code. In this

case, termination will occur when the Supplier declares in writing to the Customer that it will make use of

this clause. The Supplier shall, however, be entitled to payment of the Consideration up to 100% of the

total, plus interest due.

Art.7 Refund of expenses

7.1 The costs indicated in the Order Form and incurred by the Supplier in performing the Service shall be

reimbursed by the Customer, upon presentation of supporting documents.

7.2 In the event of extra costs incurred by the Supplier for the provision of the Service, the Customer shall

pay the Supplier an amount equal to the costs incurred upon presentation to the Customer of the

appropriate invoices.

Art.8 Disclaimers

8.1 The Customer indemnifies the Supplier against all liability for direct and indirect damage, both

consequential damage and loss of profit, resulting from the performance of the Contract, except for

damage caused by willful misconduct or gross negligence on the part of the Supplier, its employees or

any collaborators it may employ.

8.2 The Customer exempts the Supplier from any liability arising from inefficiency, interruption of the

Service and/or damage resulting from causes not attributable to the Supplier, such as unforeseeable

circumstances, force majeure (accidents, fires, explosions, strikes, lockouts, earthquakes, disasters,

floods, riots, etc.) and other events that are difficult or impossible to foresee and that prevent, in whole or

in part, the performance of the Contract.

8.3 The Customer undertakes to use the Service in accordance with the law and the Contract.

Furthermore, the Customer undertakes to indemnify the Supplier against any claims made by third parties

because of the unlawful use of the Service or otherwise not in accordance with the provisions of the

Contract.

Art.9 Confidentially clause

9.1 Without prejudice to its legal obligations, the Supplier undertakes to keep strictly confidential and

reserved, not to disclose to third parties and not to use, except to the extent strictly necessary for the

performance of the Contract, any data or information of which it has become aware on the occasion of or

in connection with the negotiation, signing or performance of this Contract, in any form and on any

medium whatsoever. In particular, the Supplier acknowledges that any right directly or indirectly related

to the use of such information belongs exclusively to the Customer.

9.2 The confidentiality obligations referred to in this clause shall be effective throughout the duration of

the Contract and after its termination.

9.3 In the event of termination of this Contract, for whatever reason, the Supplier undertakes to return to

the Client, within 15 days of termination, all material, in hard copy or digital form, pertaining to the Client

that it has come into possession of in the performance of the assignment, with the undertaking not to retain copies. 

9.4 Pursuant to Article 1381 of the Italian Civil Code, the Supplier shall ensure compliance with the

confidentiality obligations by all people who come into possession of confidential information in the

performance of the Contract.

Art. 10 Assignment of the Contract and subcontracting

10.1 The Supplier may not assign the Contract or its obligations under it, either completely or partially, to

third parties without the prior written consent of the Customer. The Customer expressly authorizes the

Supplier to use third party subcontractors for the performance of the Service. In any event, the Supplier

shall remain solely and exclusively responsible to the Customer for the proper performance of all activities

under the Contract, including subcontracted activities.

10.2 The Customer may not assign the Contract or any of its obligations under it, either in whole or in

part, to a third party.

10.3 In the event of breach, even partial, of the above obligations, the Contract shall be terminated

pursuant to Article 1456 of the Italian Civil Code. In this case, termination occurs when the party

concerned declares to the other party, in writing, that it makes use of this clause.

Art.11 Miscellaneous

11.1 Communications between the Parties shall be made in writing, by hand delivery (with

countersignature for receipt), by registered letter with return receipt, by courier or by PEC, to the

addresses indicated in the Order Form.

11.2 Any change to the domicile or addresses indicated above shall be immediately communicated to the

Parties, according to the modalities set forth in this Article. If the Parties have not proceeded to notify

such changes in the manner illustrated above, the communications made under these rules and to the

addresses and persons indicated above shall be considered valid.

11.3 The Parties expressly agree that any amendment of this Agreement shall only be made in writing.

Art.12 Exclusive jurisdiction

Any dispute relating to and/or connected with this Contract, including those concerning its validity,

interpretation, execution or termination, shall be submitted to the exclusive jurisdiction of the Supplier’s

Court, with the express exclusion of any other competing judicial authority.